UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934 for the quarterly period ended August 31, 2001
                                       OR
                                       [ ]
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

                         Centennial Communications Corp.
             (Exact name of registrant as specified in its charter)

        Delaware                                        06-1242753
 (State or other jurisdiction of                       (IRS Employer
  incorporation or organization)                      Identification No.)

                                 3349 Route 138
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)
                                 (732) 556-2200
               (Registrants telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
     required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for the past 90 days.
                                 YES [X] NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common Stock - 95,082,041 outstanding shares as of October 10, 2001


<PAGE>

                                Table of Contents
--------------------------------------------------------------------------------



Part I - Financial Information...............................................1
Item 1.  Financial Statements................................................1
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..............................................18
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........30
Part II- Other Information..................................................30
Item 1.  Legal Proceedings..................................................30
Item 2.  Changes in Securities and Use of Proceeds..........................30
Item 3.  Defaults Upon Senior Securities....................................30
Item 4.  Submission of Matters to a Vote of Security Holders................31
Item 5.  Other Information..................................................31
Item 6.  Exhibits and Reports on Form 8-K...................................31


                                       ii

<PAGE>



                         Part I - Financial Information

Item 1.       Financial Statements

                 CENTENNIAL COMUNICATIONS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (Amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                           August 31,
                                                                                              2001            May 31,
                                                                                          (Unaudited)          2001
                                                                                         --------------    ------------
<S>                                                                                      <C>               <C>
Assets
Current Assets:
    Cash and cash equivalents                                                            $      18,144     $    23,345
    Accounts receivable, less allowance for doubtful accounts of
      $12,534 and $13,047, respectively                                                         82,592          72,638
    Inventory - phones and accessories, less allowance for obsolescence
      of $1,276 and $1,261, respectively                                                        23,581          21,058
    Prepaid expenses and other current assets                                                   15,962          14,792
                                                                                         --------------    ------------
        Total Current Assets                                                                   140,279         131,833
Property, plant and equipment, net                                                             683,356         634,537
Equity investments in wireless systems, net                                                      2,091           1,953
Debt issuance costs, less accumulated amortization of $19,917 and $17,891, respectively         48,524          50,550
U.S. wireless licenses, less accumulated amortization of $295,804
    and $293,899, respectively                                                                 264,867         266,773
Caribbean wireless licenses, less accumulated amortization of
    $8,339 and $7,697, respectively                                                            119,419         120,061
Goodwill, less accumulated amortization of $28,701 and $26,453, respectively                   143,862         146,069
Franchise and license acquisition costs, less accumulated amortization
    of $6,564 and $4,476, respectively                                                         162,664         164,752
Other assets, net                                                                               90,962          77,747
                                                                                         --------------    ------------
        Total Assets                                                                     $   1,656,024     $ 1,594,275
                                                                                         ==============    ============

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
    Current portion of long-term debt                                                    $      40,965     $    29,947
    Accounts payable                                                                            24,132          38,046
    Accrued expenses and other current liabilities                                             154,371         161,301
    Payable to affiliates                                                                          125             125
                                                                                         --------------    ------------
        Total Current Liabilities                                                              219,593         229,419
Long-term debt                                                                               1,742,459       1,662,289
Deferred federal income taxes                                                                   70,415          73,554
Minority interest in subsidiaries                                                               13,361          17,431
Other liabilities                                                                               14,097           1,512
Commitments and contingencies
Common Stockholders' Equity (Deficit):
    Common stock par value $0.01 per share: 150,000,000 shares authorized;
      issued 95,152,149 and 94,930,850 shares, respectively; and outstanding
      95,081,646 and 94,860,347 shares, respectively                                               951             949
    Additional paid-in capital                                                                 434,564         432,375
    Accumulated deficit                                                                       (830,709)       (821,993)
    Accumulated other comprehensive loss                                                        (7,480)              -
                                                                                         --------------    ------------
                                                                                              (402,674)       (388,669)
    Less: cost of 70,503 common shares in treasury                                              (1,077)         (1,077)
    Deferred compensation                                                                         (150)           (184)
                                                                                         --------------    ------------
        Total Common Stockholders' Equity (Deficit)                                           (403,901)       (389,930)
                                                                                         --------------    ------------
        Total Liabilities and Common Stockholders' Equity (Deficit)                      $   1,656,024     $ 1,594,275
                                                                                         ==============    ============

</TABLE>

            See notes to condensed consolidated financial statements

                                       1
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                               ---------------------------------------

                                                                                August 31, 2001       August 31, 2000
                                                                               -----------------     -----------------

<S>                                                                            <C>                   <C>
Revenue:
    Service revenue                                                            $        167,949      $        151,262
    Equipment sales                                                                       6,215                 6,431
                                                                               -----------------     -----------------
                                                                                        174,164               157,693
                                                                               -----------------     -----------------

Costs and Expenses:
    Cost of equipment sold                                                               12,857                 9,706
    Cost of services                                                                     40,410                33,221
    Sales and marketing                                                                  25,898                21,820
    General and administrative                                                           32,127                24,580
    Depreciation and amortization                                                        34,278                22,546
    Gain on disposition of assets                                                             -               (32,135)
                                                                               -----------------     -----------------
                                                                                        145,570                79,738
                                                                               -----------------     -----------------
Operating income                                                                         28,594                77,955
                                                                               -----------------     -----------------

Income from equity investments                                                              145                 5,315
Interest expense, net                                                                   (37,928)              (41,584)
Other                                                                                        73                     -
                                                                               -----------------     -----------------

(Loss) income before income taxes, minority interest and
    cumulative effect of change in accounting principle                                  (9,116)               41,686
Income tax expense                                                                       (3,670)              (18,678)
                                                                               -----------------     -----------------
(Loss) income before minority interest and cumulative
    effect of change in accounting principle                                            (12,786)               23,008
Minority interest in loss of subsidiaries                                                 4,070                   843
                                                                               -----------------     -----------------
(Loss) income before cumulative effect of change in
    accounting principle                                                                 (8,716)               23,851
Cumulative effect of change in accounting principle,
    net of income taxes of ($2,271)                                                           -                (3,719)
                                                                               -----------------     -----------------
Net (loss) income                                                              $         (8,716)     $         20,132
                                                                               =================     =================

Basic and diluted (loss) earnings per common share:
    (Loss) income before cumulative effect of change in
      accounting principle                                                     $          (0.09)     $           0.25
    Cumulative effect of change in accounting principle                                       -                 (0.04)
                                                                               -----------------     -----------------
    Net (loss) income per common share                                         $          (0.09)     $           0.21
                                                                               =================     =================

Weighted-average number of shares outstanding during the period:
Basic                                                                                    94,923                94,495
                                                                               =================     =================
Diluted                                                                                  94,923                96,668
                                                                               =================     =================
</TABLE>


            See notes to condensed consolidated financial statements

                                       2
<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                              ----------------------------------------
                                                                               August 31, 2001       August 31, 2000
                                                                              ------------------     -----------------
<S>                                                                            <C>                    <C>
Operating Activities:
    Net (loss) income                                                          $         (8,716)      $        20,132
                                                                              ------------------     -----------------

Adjustments to reconcile net (loss) income to net cash
    provided by  operating activities:
    Depreciation and amortization                                                        34,278                22,546
    Minority interest in loss of subsidiaries                                            (4,070)                 (843)
    Deferred income taxes                                                                 2,059                     -
    Income from equity investments                                                         (145)               (5,315)
    Gain on disposition of assets                                                             -               (32,135)
    Cumulative effect of change in accounting principle                                       -                 3,719
    Changes in assets and liabilities, net of effects of
        acquisitions and dispositions:
        (Increase) decrease in accounts receivable                                       (9,716)                  164
        Increase in prepaid expenses and other current assets                            (3,690)              (24,156)
        (Decrease) increase in accounts payable, accrued
           expenses and other current liabilities                                       (19,124)               52,703
        Increase in deferred revenue and customer deposits                                7,256                   767
    Other                                                                                 2,060                 1,940
                                                                              ------------------     -----------------
    Total adjustments                                                                     8,908                19,390
                                                                              ------------------     -----------------
        Net cash provided by operating activities                                           192                39,522
                                                                              ------------------     -----------------

Investing Activities:
    Capital expenditures                                                                (83,210)              (63,287)
    Acquisitions, net of cash acquired                                                        -               (45,992)
    Deposits on long-term assets                                                        (15,000)                    -
    Proceeds from maturity of restricted securities                                           -                19,888
    Distributions received from equity investments                                            -                 7,338
                                                                              ------------------     -----------------
        Net cash used in investing activities                                           (98,210)              (82,053)
                                                                              ------------------     -----------------

Financing Activities:
    Proceeds from the issuance of long-term debt                                         92,250                67,500
    Repayment of debt                                                                    (1,624)              (19,076)
    Proceeds from the exercise of stock options                                             295                   361
    Proceeds from purchases under employee stock purchase plan                            1,896                     -
                                                                              ------------------     -----------------
        Net cash provided by financing activities                                        92,817                48,785
                                                                              ------------------     -----------------

Net (decrease) increase in cash and cash equivalents                                     (5,201)                6,254
Cash and cash equivalents, beginning of period                                           23,345                12,879
                                                                              ------------------     -----------------
Cash and cash equivalents, end of period                                       $         18,144       $        19,133
                                                                              ==================     =================

Supplemental Cash Flow Disclosure:
    Interest paid                                                              $         41,963       $        40,754
                                                                              ==================     =================
    Income taxes paid                                                          $             45       $           275
                                                                              ==================     =================

Non-Cash Transactions:
    Shares issued for acquisition                                              $              -       $         2,355
                                                                              ==================     =================
</TABLE>

            See notes to condensed consolidated financial statements

                                       3
<PAGE>

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
       (Amounts in thousands, except subscriber, share and per share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company") as of August 31, 2001 and the results of its consolidated  operations
and cash flows for the periods ended August 31, 2001 and 2000.  These  financial
statements  do not  include  all  disclosures  required  by  generally  accepted
accounting  principles.  The statements  should be read in conjunction  with the
consolidated  financial  statements and notes thereto  included in the Company's
May 31, 2001 Annual Report on Form 10-K, which includes a summary of significant
accounting policies and other disclosures. The consolidated balance sheet at May
31, 2001 is audited.

Reclassifications:

The Company changed its presentation of incollect cost (the cost associated with
its  subscribers  roaming in other markets)  during the year ended May 31, 2001.
The change was a  reclassification  of  incollect  cost from  revenue to cost of
services. The amount reclassified for the three months ended August 31, 2000 was
$12,449.

Note 2. Debt

Long-term debt consists of the following:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                 August 31,            May 31,
                                                                                   2001                 2001
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>
Term Loans                                                                 $       986,125      $       987,500
Revolving Credit Facility                                                          213,000              156,000
10 3/4% Subordinated Debt due 2008                                                 370,000              370,000
Mezzanine Debt                                                                     172,743              172,181
Lucent Credit Facility                                                              39,598                4,365
8 7/8% Senior Notes due 2001                                                         1,388                1,388
Notes Payable                                                                          267                  516
10 1/8% Senior Notes due 2005                                                          219                  219
Other                                                                                   84                   67
----------------------------------------------------------------------------------------------------------------
    Total Long-Term Debt                                                         1,783,424            1,692,236
Current Portion of Long-Term Debt                                                  (40,965)             (29,947)
----------------------------------------------------------------------------------------------------------------
    Net Long-Term Debt                                                     $     1,742,459      $     1,662,289
================================================================================================================
</TABLE>

The Company's bank credit facility (the "New Credit Facility")  consists of four
term loans in an aggregate principal amount of $1,000,000 and a revolving credit
facility in an aggregate  principal  amount of $250,000,  of which  $986,125 and
$213,000,  respectively,  were  outstanding as of August 31, 2001. The borrowers
under the New Credit  Facility are Centennial  Cellular  Operating Co. LLC for a
$325,000  term  loan and  Centennial  Puerto  Rico  Operations  Corp.  for three
separate term loans aggregating $675,000.  The revolving credit facility portion
of the New Credit Facility is available to both of the borrowers.

                                       4

<PAGE>

In March 2001, Centennial Digital Jamaica Ltd. ("Centennial Digital Jamaica"), a
subsidiary  of  the  Company,  signed  an  agreement  with  Lucent  Technologies
("Lucent")  whereby Lucent agreed to provide  Centennial  Digital Jamaica with a
$75,000 credit  facility  ("Lucent  Credit  Facility") to fund the build out and
operation of our communications network in Jamaica.  Borrowings under the Lucent
Credit  facility  will bear  interest at LIBOR  (3.46% at August 31,  2001) plus
6.50%.  The Lucent Credit facility  matures in 2007,  with principal  repayments
beginning in December 2004. Under the Lucent Credit Facility, Centennial Digital
Jamaica is required to maintain certain financial and operating  covenants,  and
is limited in its ability to, among other things, incur additional indebtedness.
As of August 31, 2001, $39,598 was outstanding under the Lucent Credit Facility.
In connection with the Lucent Credit Facility,  the Company has agreed to make a
total of approximately  $9,690 of capital  contributions  to Centennial  Digital
Jamaica over the next several  years.  Substantially  all of Centennial  Digital
Jamaica's  assets are pledged as collateral for the Lucent Credit Facility debt.
Centennial  Digital Jamaica has been  designated an unrestricted  subsidiary for
purposes of the Company's outstanding $370,000 subordinated debt and, generally,
is not subject to the  covenants of the New Credit  Facility.  The Lucent Credit
Facility is non-recourse to the Company.

Notes Payable were assumed as part of the  acquisition of AACR and the remaining
agreement matures in April 2002.

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at August 31, 2001 are summarized as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
<S>                                                                                <C>
August 31, 2002                                                                    $        40,965
August 31, 2003                                                                             67,399
August 31, 2004                                                                             89,875
August 31, 2005                                                                            121,009
August 31, 2006                                                                            152,694
August 31, 2007 and thereafter                                                           1,311,482
---------------------------------------------------------------------------------------------------
                                                                                   $     1,783,424
===================================================================================================
</TABLE>

The Company was in  compliance  with all  covenants  of its debt  agreements  at
August 31, 2001.

Interest expense, as reflected in the financial  statements,  has been partially
offset by interest income. The gross interest expense for the three months ended
August 31, 2001 and 2000 was $38,218 and $42,066, respectively.

Note 3. Acquisitions/Dispositions

Acquisitions:

In April 2001,  the Company  completed the  acquisition  of the Teleponce  cable
television  company for approximately  $108,000 in cash. A portion of the excess
of the  purchase  price  over the fair  value of net  assets  acquired  has been
recorded as franchise and license  acquisition costs with the remainder recorded
as goodwill.

In September 2000, the Company completed the acquisition of the cable television
assets  of  Pegasus  Communications  for  $170,000  in cash.  The  excess of the
purchase  price over the fair value of net assets  acquired has been recorded as
franchise and license acquisition costs.

                                       5
<PAGE>


In July 2000,  the Company  acquired a 60% interest in Infochannel  Limited,  an
Internet  service  provider  on the  island of Jamaica  for $8,000 in cash.  The
excess of the purchase price over the fair value of net assets acquired has been
recorded as goodwill.

In July 2000,  the Company  purchased  the remaining  74.9% of the  non-wireline
(A-side)  cellular  license and wireless  telephone system serving Lake Charles,
Louisiana MSA No. 197 that it did not own. The purchase price was  approximately
$42,300 in cash, subject to adjustment.

The  following  summary pro forma  information  includes the  operations  of the
Company as if the above acquisitions had been consummated as of June 1, 2000:


-------------------------------------------------------------------------------
                                                            Three Months Ended
                                                             August 31, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Revenue                                                     $       170,715
Net income                                                           18,143
Basic and diluted earnings per common share:                           0.19

Other Acquisitions:

In June 2001 the Company entered into a definitive $97,500, multi-year agreement
with Global  Crossing  Ltd.  under which Global  Crossing  Ltd. will provide the
Company with  fiber-optic  undersea  capacity  connecting  the Caribbean and the
United States.  The Company also has an option to purchase  additional  capacity
for $52,500.  In addition,  as part of the transaction,  Global Crossing and the
Company  have  entered  into a $19,500,  multi-year  agreement  under  which the
Company  will  provide  Global  Crossing  with  products  and  services  in  the
Caribbean.

In December 2000, the Company acquired Com Tech  International  Corporation,  an
owner of undersea fiber optic cable capacity for approximately $16,900.

Dispositions:

In November 2000,  the Company sold its Southwest  cluster for $202,500 in cash.
The Company  recorded a pre-tax gain of  approximately  $183,000 during the year
ended May 31, 2001.

In November 2000, the Company sold its interest in the Sacramento-Valley Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately $159,100 during the year ended May 31, 2001.

In September 2000, the Company sold its 25.0% equity investment  interest in the
Modoc,  California  Partnership and its 14.3% equity investment  interest in the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,100 of current assets. The Company recorded a
pre-tax gain of approximately  $25,100, which is included in gain on disposition
of assets in the consolidated statement of operations for the three months ended
August 31, 2000.

                                       6
<PAGE>


Note 4.  Recent Accounting Pronouncements

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS No. 133". This statement  defers the effective date of SFAS No. 133
to all fiscal  quarters of fiscal years  beginning after June 15, 2000. SFAS No.
133, as amended by SFAS No. 138, "Accounting for Certain Derivative  Instruments
and Certain Hedging Activities,"  establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  This standard requires recognition
of all  derivative  instruments as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value.

On June 1, 2001,  the Company  adopted  SFAS No.  133.  Under SFAS  No.133,  The
Company's interest rate swaps and collar qualify for cash flow hedge accounting.
The Company  recorded a transition  adjustment  of $4,499 in  accumulated  other
comprehensive  loss attributable to fair value adjustments of interest rate swap
and collar  agreements.  In  connection  with the  adoption of SFAS No. 133, the
Company recorded a liability of $7,626 which is included in other liabilities in
the  consolidated  balance sheet.  This increase was the result of adjusting the
carrying  amounts of the Company's  derivatives  to reflect their fair values on
June 1, 2001.

During  the three  months  ended  August  31,  2001,  the  Company  recorded  an
additional $2,981 in accumulated other  comprehensive  loss attributable to fair
value  adjustments  of  interest  rate swap and collar  agreements.  The Company
increased its  liabilities by an additional  $5,052 as a result of adjusting the
carrying  amounts of our  derivatives to reflect their fair values at August 31,
2001.

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS No.
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated  after  June 30,  2001.  SFAS No.  141 also  sets  forth
recognition  criteria  for  intangible  assets  other than  goodwill  as well as
disclosure requirements for business combinations.  The Company adopted SFAS No.
141 on July 1, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 changes the accounting for goodwill and  intangibles  with
indefinite  lives from an amortization  method to an  impairment-only  approach.
Goodwill and certain  intangible assets will remain on the balance sheet and not
be amortized. On an annual basis, and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and  write-downs  may be  necessary.  The  Company is  required  to
implement SFAS No. 142 on June 1, 2002, and it has not yet determined the impact
that  this  statement  will  have on its  results  of  operations  or  financial
position.

In August 2001, the FASB issued SFAS No. 143  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations  and costs  associated  with the  retirement of tangible  long-lived
assets.  The Company is required to implement  SFAS No. 143 on June 1, 2003, and
has not yet  determined  the impact that this statement will have on its results
of operations or financial position.

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to
be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest

                                       7
<PAGE>

of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  The Company is required to implement SFAS No. 144 on
June 1, 2003,  and has not yet  determined  the impact that this  statement will
have on its results of operations or financial position.

Note 5.  Subsequent Events

On  September  5, 2001,  the Company  amended the New Credit  Facility to add an
additional $50,000 to the Tranche-C term loan.

Note 6.  Segment Information

The Company's  consolidated financial statements include three distinct business
segments: Caribbean Wireless, Caribbean Broadband and U.S. Wireless. The Company
determines  its  segments  based on the  types of  services  offered  as well as
geographic  location.  Caribbean  Wireless  represents  the  Company's  wireless
operations in Puerto Rico, the Dominican  Republic,  Jamaica and the U.S. Virgin
Islands.  Caribbean  Broadband  represents  the Company's  offering of broadband
services including switched voice, video,  Internet and private line services in
Puerto Rico, the Dominican  Republic and Jamaica.  U.S. Wireless  represents the
Company's  wireless  systems in the United States that it owns and manages.  The
Company  measures the  operating  performance  of each segment  based on EBITDA.
EBITDA is defined as  earnings  before  (gain)  loss on  disposition  of assets,
minority  interest in loss of  subsidiaries,  income  from  equity  investments,
interest expense - net, income taxes and depreciation and amortization.

Information  about the Company's  operations in its three business  segments for
the three months ended August 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>

   ----------------------------------------------------------------------------------------------------------------------
                                      Caribbean      Caribbean
                                       Wireless      Broadband     U.S. Wireless     Eliminations          Consolidated
   ----------------------------------------------------------------------------------------------------------------------
   ----------------------------------------------------------------------------------------------------------------------
   <S>                             <C>            <C>            <C>               <C>              <C>  <C>
   Three Months Ended
   August 31, 2001
   Total revenues                  $      53,094  $      31,921  $        90,939   $       (1,790)  (2)  $       174,164
   EBITDA                                 17,991          6,644           38,237                 -                62,872
   Total assets                          458,291        602,435        1,825,365       (1,230,067)  (3)        1,656,024
   Capital expenditures                   53,225         18,610           11,375                 -                83,210

   Three Months Ended
   August 31, 2000
   Total revenues (1)              $      46,166  $      14,659  $        98,465   $       (1,597)  (2)  $       157,693
   EBITDA                                 18,950          3,538           45,878                 -                68,366
   Total assets                          397,039        122,138        1,423,112         (642,306)  (3)        1,299,983
   Capital expenditures                   36,146         14,035           13,106                 -                63,287
</TABLE>

     (1)  The Company changed its presentation of incollect cost during the year
          ended   May  31,   2001.   See  Note  1  for  a   discussion   of  the
          reclassification from revenue to cost of services.

     (2)  Elimination  of   intercompany   revenue,   primarily  from  Caribbean
          Broadband to  Caribbean  Wireless.

     (3)  Elimination of intercompany investments.
                                       8
<PAGE>


     Reconciliation of Income (Loss) before Income Taxes,  Minority Interest and
     Cumulative Effect of Change in Accounting Principle
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                                      Three Months Ended August 31,
                                                                                    --------------------------------
                                                                                         2001             2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>
EBITDA for reportable segments                                                       $      62,872    $      68,366
Interest expense, net                                                                      (37,928)         (41,584)
Depreciation and amortization                                                              (34,278)         (22,546)
Income from equity investments                                                                 145            5,315
Gain on disposition of assets                                                                    -           32,135
Other                                                                                           73                -
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes, minority interest and cumulative effect of
   change in accounting principle                                                    $      (9,116)   $      41,686
====================================================================================================================
</TABLE>

                                       9
<PAGE>


Note 7.  Condensed Consolidating Financial Data

Centennial  Cellular  Operating  Co. LLC  ("CCOC")  and  Centennial  Puerto Rico
Operations Corp. ("CPROC") are wholly-owned subsidiaries of the Company. CCOC is
a joint and several co-issuer on the $370,000 senior  subordinated  notes issued
by  the  Company,  and  CPROC  has  guaranteed  the  notes.  Separate  financial
statements  and other  disclosures  concerning  CCOC and CPROC are not presented
because they are not material to investors.

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                              As of August 31, 2001
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                               Centennial                                               Centennial
                                                Centennial      Cellular                     Centennial               Communications
                                               Puerto Rico   Operating Co.                Communications                Corp. and
                                             Operations Corp.     LLC      Non-Guarantors     Corp.      Eliminations Subsidiaries
                                            ---------------- ------------- -------------- -------------- ------------ --------------

<S>                                         <C>              <C>           <C>            <C>            <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents                $         7,594  $         -   $      10,550  $           -  $         -  $      18,144
   Accounts receivable - net                         37,255            -          45,460              -         (123)        82,592
   Inventory - phones and accessories - net           7,054            -          16,527              -            -         23,581
   Prepaid expenses and other current assets          3,166            -          12,796              -            -         15,962
                                            ---------------- ------------ --------------- -------------- ------------ --------------
      Total current assets                           55,069            -          85,333              -         (123)       140,279

Property, plant & equipment - net                   253,823            -         429,533              -            -        683,356

Equity investments in wireless systems - net              -            -           2,091              -            -          2,091

Debt issuance costs - net                            19,801            -          28,723              -            -         48,524

U.S. wireless licenses - net                              -            -         264,867              -            -        264,867

Caribbean wireless licenses - net                         -            -         119,419              -            -        119,419

Goodwill  - net                                       5,068            -         138,794              -            -        143,862

Franchise and license acquisition costs - net             -            -         162,664              -            -        162,664

Intercompany                                              -    1,348,500         961,311        593,395   (2,903,206)             -

Investment in subsidiaries                                -     (306,533)        452,566       (789,013)     642,980              -

Other assets - net                                    5,329        5,198          85,633              -       (5,198)        90,962
                                              -------------- ------------ --------------- -------------- ------------ --------------

   Total                                      $     339,090  $ 1,047,165  $    2,730,934  $    (195,618) $(2,265,547) $   1,656,024
                                              ============== ============ =============== ============== ============ ==============
</TABLE>

                                       10
<PAGE>

Note 7- Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                              As of August 31, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                         Centennial                                                Centennial
                                          Centennial      Cellular                    Centennial                 Communications
                                         Puerto Rico    Operating Co.                Communications                Corp. and
                                       Operations Corp.     LLC       Non-Guarantors    Corp.       Eliminations  Subsidiaries
                                       ---------------- ------------- -------------- -------------- ------------ --------------

<S>                                     <C>              <C>          <C>             <C>           <C>          <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
  Current portion of long-term debt    $        14,875   $    24,375  $         327   $      1,388  $         -  $      40,965
  Accounts payable                              14,216             -         10,039              -         (123)        24,132
  Accrued expenses and other
     current liabilities                        26,526             -        122,382          5,463            -        154,371
 Payable to affiliates                               -             -            125              -            -            125
                                       ---------------- ------------- -------------- -------------- ------------ --------------

 Total current liabilities                      55,617        24,375        132,873          6,851         (123)       219,593


Long-term debt                                 651,250       878,625         39,622        172,962            -      1,742,459

Deferred federal income taxes                        -             -         75,613              -       (5,198)        70,415

Minority interest in subsidiaries                    -             -         13,361              -            -         13,361

Other liabilities                                    -        12,678          1,419              -            -         14,097

Intercompany                                   144,490       920,500      1,809,912         28,470   (2,903,372)             -

Stockholders' equity (deficit):
  Common stock                                       -             -              -            951            -            951
  Preferred stock                              465,000             -              -              -     (465,000)             -
  Additional paid-in capital                  (914,726)            -      1,381,565        434,564     (466,839)       434,564
  Accumulated deficit                          (62,541)     (781,533)      (723,431)      (830,709)   1,567,505       (830,709)
  Accumulated other comprehensive loss               -        (7,480)             -         (7,480)       7,480         (7,480)
                                       ---------------- ------------- -------------- -------------- ------------ --------------

                                              (512,267)     (789,013)       658,134       (402,674)     643,146       (402,674)

  Less: treasury shares                              -             -              -         (1,077)           -         (1,077)
  Deferred compensation                              -             -              -           (150)           -           (150)
                                       ---------------- ------------- -------------- -------------- ------------ --------------


  Total stockholders' equity (deficit)        (512,267)     (789,013)       658,134       (403,901)     643,146       (403,901)
                                       ---------------- ------------- -------------- -------------- ------------ --------------

  Total                                $       339,090  $  1,047,165  $   2,730,934  $    (195,618) $(2,265,547) $   1,656,024
                                       ================ ============= ============== ============== ============ ==============
</TABLE>

                                       11
<PAGE>


Note 7 - Continued

         CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                Centennial    Centennial                                               Centennial
                                                Puerto Rico    Cellular                    Centennial                Communications
                                                Operations   Operating Co.               Communications               Corp. and
                                                    Corp.         LLC     Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                               ------------ ------------- -------------- -------------- ------------ --------------


<S>                                             <C>          <C>           <C>            <C>            <C>          <C>
Revenue                                         $   62,828   $         -   $    111,774   $          -   $     (438)  $    174,164
                                               ------------ ------------- -------------- -------------- ------------ --------------

Costs and expenses:
    Cost of equipment sold                           3,705             -          9,258              -         (106)        12,857
    Cost of services                                 9,675             -         30,825              -          (90)        40,410
    Sales and marketing                             10,028             -         15,870              -            -         25,898
    General and administrative                      12,113             -         20,256              -         (242)        32,127
    Depreciation and amortization                   11,544             -         22,734              -            -         34,278
                                               ------------ ------------- -------------- -------------- ------------ --------------
                                                    47,065             -         98,943              -         (438)       145,570
                                               ------------ ------------- -------------- -------------- ------------ --------------

Operating income                                    15,763             -         12,831              -            -         28,594
                                               ------------ ------------- -------------- -------------- ------------ --------------

Income from equity investments                           -             -            145              -            -            145
(Loss) income from investments in subsidiaries           -        (3,422)         3,151         (3,422)       3,693              -
Interest expense - net                             (12,612)      (19,956)           (66)        (5,294)           -        (37,928)
Other                                                    -             -             73              -            -             73
Intercompany interest allocation                         -        19,956        (19,956)             -            -              -
                                               ------------ ------------- -------------- -------------- ------------ --------------

Income (loss) before income tax expense and
  minority interest                                  3,151        (3,422)        (3,822)        (8,716)       3,693         (9,116)

Income tax expense                                       -             -         (3,670)             -            -         (3,670)
                                               ------------ ------------- -------------- -------------- ------------ --------------

Income (loss) before minority interest               3,151        (3,422)        (7,492)        (8,716)       3,693        (12,786)


Minority interest in loss of subsidiaries                -             -          4,070              -            -          4,070
                                               ------------ ------------- -------------- -------------- ------------ --------------

Net income (loss)                               $    3,151   $    (3,422)  $     (3,422)  $     (8,716)  $     3,693  $     (8,716)
                                               ============ ============= ============== ============== ============ ==============
</TABLE>

                                       12
<PAGE>

Note 7 - Continued

         CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Three Months Ended August 31, 2001
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                         Centennial   Centennial                                        Centennial
                                                         Puerto Rico   Cellular                 Centennial            Communications
                                                         Operations  Operating Co.   Non-     Communications   Elimin    Corp. and
                                                            Corp.        LLC       Guarantors     Corp.       -ations  Subsidiaries
                                                         ----------- ------------  ---------- -------------- ---------- ------------

OPERATING ACTIVITIES:

<S>                                                     <C>          <C>           <C>        <C>            <C>        <C>
   Net income (loss)                                    $     3,151  $     (3,422) $  (3,422) $      (8,716) $   3,693  $    (8,716)
                                                        ------------ ------------- ---------- -------------- ---------- ------------

Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
   Depreciation and amortization                             11,544             -     22,734              -          -       34,278
   Minority interest in loss of subsidiaries                      -             -     (4,070)             -          -       (4,070)
   Deferred income taxes                                          -             -      2,059              -          -        2,059
   Income from equity investments                                 -             -       (145)             -          -         (145)
   Equity in undistributed earnings of subsidiaries               -         3,422     (3,151)         3,422     (3,693)           -
   Noncash expenses                                           5,989             -     (6,552)           563          -            -
   Changes in assets and liabilities, net of effects of
     acquisitions and dispositions:
     Accounts receivable - (increase)                        (3,271)            -     (6,445)             -          -       (9,716)
     Prepaid expenses and other current assets -
       (increase)                                            (2,986)            -       (704)             -          -       (3,690)
     Accounts payable, accrued expenses and
       other current liabilities - (decrease) increase       (4,100)            -    (19,755)         4,731          -      (19,124)
     Deferred revenue and customer deposits - increase        6,740             -        516              -          -        7,256
   Other                                                        859             -      1,201              -          -        2,060
                                                       ------------- ------------- ---------- -------------- ---------- ------------
   Total adjustments                                         14,775         3,422    (14,312)         8,716     (3,693)       8,908
                                                       ------------- ------------- ---------- -------------- ---------- ------------

    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      17,926             -    (17,734)             -          -          192
                                                       ------------- ------------- ---------- -------------- ---------- ------------

INVESTING ACTIVITIES:

   Capital expenditures                                     (27,770)            -    (55,440)             -          -      (83,210)
   Deposits on long-term assets                                   -             -    (15,000)             -          -      (15,000)
                                                       ------------- ------------- ---------- -------------- ---------- ------------

    NET CASH USED IN INVESTING ACTIVITIES                   (27,770)            -    (70,440)             -          -      (98,210)
                                                       ------------- ------------- ---------- -------------- ---------- ------------

FINANCING ACTIVITIES:

   Proceeds from the issuance of long-term debt               5,000        52,000     35,250              -          -       92,250
   Repayment of debt                                         (1,375)            -       (249)             -          -       (1,624)
   Proceeds from the exercise of stock options                    -             -          -            295          -          295
   Proceeds from purchases under employee stock
     purchase plan                                                -             -          -          1,896          -        1,896
   Cash received from (paid to) affiliates                    4,913       (52,000)    47,087              -          -            -
   Cash advances from subsidiaries (to parent)                    -             -      2,191         (2,191)         -            -
                                                       ------------- ------------- ---------- -------------- ---------- ------------

    NET CASH PROVIDED BY FINANCING ACTIVITIES                 8,538             -     84,279              -          -       92,817
                                                       ------------- ------------- ---------- -------------- ---------- ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (1,306)            -     (3,895)             -          -       (5,201)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                8,900             -     14,445              -          -       23,345
                                                       ------------- ------------- ---------- -------------- ---------- ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD               $      7,594  $          -  $  10,550  $           -  $       -  $    18,144
                                                       ============= ============= ========== ============== ========== ============
</TABLE>


                                       13

<PAGE>

Note 7- Continued


              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                               As of May 31, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                               Centennial                                               Centennial
                                               Centennial      Cellular                     Centennial                Communications
                                              Puerto Rico     Operating Co.               Communications                Corp. and
                                            Operations Corp.      LLC      Non-Guarantors      Corp.     Eliminations  Subsidiaries
                                            ---------------- ------------- -------------- -------------- ------------ --------------

<S>                                           <C>             <C>           <C>            <C>            <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                  $       8,900    $         -   $     14,445   $          -   $         -   $    23,345
  Accounts receivable - net                         33,623              -         39,015              -             -        72,638
  Inventory - phones and accessories - net           3,610              -         17,448              -             -        21,058
  Prepaid expenses and other current assets          2,723              -         12,069              -             -        14,792
                                            ---------------- ------------- -------------- -------------- ------------- -------------

            Total current assets                    48,856              -         82,977              -             -       131,833

Property, plant & equipment - net                  242,163              -        392,374              -             -       634,537

Equity investments in wireless systems - net             -              -          1,953              -             -         1,953

Debt issuance costs - net                           20,659              -         29,891              -             -        50,550

U.S. wireless licenses - net                             -              -        266,773              -             -       266,773

Caribbean wireless licenses - net                        -              -        120,061              -             -       120,061

Goodwill  - net                                      5,162              -        140,907              -             -       146,069

Franchise and license acquisition costs - net            -              -        164,752              -             -       164,752

Intercompany                                         1,571      1,296,500        961,311        591,171    (2,850,553)            -

Investment in subsidiaries                               -       (303,111)       449,415       (778,111)      631,807             -

Other assets - net                                   5,422              -         72,325              -             -        77,747
                                            --------------- -------------- -------------- -------------- ------------- -------------

       Total                                 $     323,833   $    993,389   $  2,682,739   $   (186,940)  $(2,218,746)  $ 1,594,275
                                            =============== ============== ============== ============== ============= =============
</TABLE>


                                       14

<PAGE>


Note 7 - Continued

              CONDENSED CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                               As of May 31, 2001
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                            Centennial                                                Centennial
                                           Centennial       Cellular                       Centennial                Communications
                                           Puerto Rico     Operating Co.                 Communications                Corp. and
                                         Operations Corp.      LLC       Non-Guarantors       Corp.     Eliminations  Subsidiaries
                                         ---------------- -------------- -------------- -------------- ------------- --------------

<S>                                       <C>              <C>           <C>            <C>             <C>             <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
   Current portion of long term-debt      $      11,750    $   16,250    $        559   $       1,388   $          -   $     29,947
   Accounts payable                              16,745             -          21,301               -              -         38,046
   Accrued expenses and other
     current liabilities                         29,808             -         130,761             732              -        161,301
   Payable to affiliates                              -             -             125               -              -            125
                                         --------------- ------------- --------------- --------------- -------------- --------------

     Total current liabilities                   58,303        16,250         152,746           2,120              -        229,419



Long-term debt                                  650,750       834,750           4,389         172,400              -      1,662,289


Deferred federal income taxes                         -             -          73,554               -              -         73,554


Minority interest in subsidiaries                     -             -          17,431               -              -         17,431


Other liabilties                                      -             -           1,512               -              -          1,512


Intercompany                                    130,198       920,500       1,771,551           28,470    (2,850,719)             -

Stockholders' equity (deficit):
  Common stock                                        -             -               -              949             -            949
  Preferred stock                                465,000            -               -                -      (465,000)             -
  Additional paid-in capital                    (914,726)           -        1,381,565         432,375      (466,839)       432,375
  Accumulated deficit                            (65,692)    (778,111)        (720,009)       (821,993)    1,563,812       (821,993)
                                          --------------- ------------ ---------------- --------------- ------------- --------------
                                                (515,418)    (778,111)         661,556        (388,669)      631,973       (388,669)

  Less: treasury shares                                -            -                -          (1,077)            -         (1,077)
  Deferred compensation                                -            -                -            (184)            -           (184)
                                          --------------- ------------ ---------------- --------------- ------------- --------------


  Total stockholders' equity (deficit)          (515,418)    (778,111)         661,556        (389,930)      631,973       (389,930)
                                          --------------- ------------ ---------------- --------------- ------------- --------------

  Total                                    $     323,833      993,389   $    2,682,739   $    (186,940)  $(2,218,746)  $  1,594,275
                                          =============== ============ ================ =============== ============= ==============
</TABLE>

                                       15
<PAGE>
Note 7 - Continued

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                                        Centennial
                                              Centennial      Centennial                   Centennial                 Communications
                                              Puerto Rico      Cellular                   Communications                 Corp. and
                                              Operations     Operating Co. Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                                 Corp.            LLC
                                             -------------  -------------  -------------- -------------- -----------  --------------

<S>                                           <C>             <C>           <C>             <C>           <C>          <C>
Revenue (1)                                   $    53,255     $        -    $    104,951    $         -   $    (513)   $    157,693
                                             -------------  -------------  -------------- -------------- -----------  --------------
Costs and expenses:
     Cost of equipment sold                         2,706              -           7,000              -           -           9,706
     Cost of services (1)                           8,098              -          25,244              -        (121)         33,221
     Sales and marketing                            9,259              -          12,561              -           -          21,820
     General and administrative                     9,737              -          15,235              -        (392)         24,580
     Depreciation and amortization                 10,823              -          11,723              -           -          22,546
     (Gain) Loss on disposition of assets               -              -         (32,135)             -           -         (32,135)
                                             -------------  -------------  -------------- -------------- -----------  --------------
                                                   40,623              -          39,628              -        (513)         79,738
                                             -------------  -------------  -------------- -------------- -----------  --------------

Operating income                                   12,632              -          65,323              -           -          77,955
                                             -------------  -------------  -------------- -------------- -----------  --------------

Income from equity investments                          -              -           5,315              -           -           5,315
Income from investments in subsidiaries                 -         25,426          (6,950)        25,426     (43,902)              -
Interest expense - net                            (17,956)       (17,972)           (362)        (5,294)          -         (41,584)
Intercompany interest allocation                        -         17,972         (17,972)             -           -               -
                                             -------------  -------------  -------------- -------------- -----------  --------------

(Loss) income before income tax expense,
     minority interest and cumulative effect
     of change in accounting principle             (5,324)        25,426          45,354         20,132     (43,902)         41,686

Income tax expense                                      -              -         (18,678)             -           -         (18,678)
                                             -------------  -------------  -------------- -------------- -----------  --------------

(Loss) income before minority interest and
     cumulative effect of change in
     accounting principle                          (5,324)        25,426          26,676         20,132     (43,902)         23,008

Minority interest in loss
    of subsidiaries                                     -              -             843              -           -             843
                                             -------------  -------------  -------------- -------------- -----------  --------------
(Loss) income before cumulative effect of
    change in accounting principle                 (5,324)        25,426          27,519         20,132     (43,902)         23,851

Cumulative effect of change in
    accounting principle                           (1,626)             -          (2,093)             -           -          (3,719)
                                             -------------  -------------  -------------- -------------- -----------  --------------
Net (loss) income                             $    (6,950)   $    25,426    $     25,426   $     20,132   $ (43,902)   $     20,132
                                             =============  =============  ============== ============== ===========  ==============
</TABLE>

(1)  The Company  changed its  presentation  of  incollect  cost during the year
     ended May 31, 2001. The change was a reclassification  from revenue to cost
     of services. The amounts reclassified for Centennial Puerto Rico Operations
     Corp.  and  Non-Guarantors  for the three months ended August 31, 2000 were
     $714 and $11,735, respectively.

                                       16

<PAGE>


Note 7 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                       For the Three Months Ended August 31, 2000
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                        Centennial  Centennial                                           Centennial
                                                        Puerto Rico  Cellular                 Centennial              Communications
                                                        Operations  Operating Co.   Non-    Communications   Elimin-     Corp. and
                                                          Corp.        LLC       Guarantors      Corp.       ations     Subsidiaries
                                                        ---------- ------------ ------------ ------------- ---------- --------------

OPERATING ACTIVITIES:

<S>                                                      <C>         <C>         <C>          <C>           <C>        <C>
 Net (loss) income                                       $  (6,950)  $   25,426  $   25,426   $    20,132   $(43,902)  $     20,132
                                                        ----------- ----------- ------------ ------------- ---------- --------------

 Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:

  Depreciation and amortization                             10,823            -      11,723             -          -         22,546
  Minority interest in loss of subsidiaries                      -            -        (843)            -          -           (843)
  Equity in undistributed earnings of investee companies         -            -      (5,315)            -          -         (5,315)
  Equity in undistributed earnings of subsidiaries               -      (25,426)      6,950       (25,426)    43,902              -
  (Gain) loss on disposition of assets                           -            -     (32,135)            -          -        (32,135)
  Cumulative effect of change in accounting principle        1,626            -       2,093             -          -          3,719
  Noncash expenses                                           2,015            -      (2,577)          562          -              -
  Change in assets and liabilities net of
     effects of acquisitions and dispositions:
      Accounts receivable - decrease (increase)              2,772            -      (2,608)            -          -            164
      Prepaid expenses and other current
         assets - (increase)                                (5,639)           -     (18,517)            -          -        (24,156)
      Accounts payable, accrued expenses and
         other current liabilities- increase                11,203            -      41,500             -          -         52,703
      Deferred revenue and customer deposits -
        (decrease) increase                                     (1)           -         768             -          -            767
  Other                                                        853            -       1,087             -          -          1,940
                                                        ----------- ------------ ----------- ------------- ---------- --------------

  Total adjustments                                         22,026      (25,426)      2,126       (24,864)    43,902         19,390
                                                        ----------- ------------ ----------- ------------- ---------- --------------

    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     16,702            -      27,552        (4,732)         -         39,522
                                                        ----------- ------------ ----------- ------------- ---------- --------------

INVESTING ACTIVITIES:

 Capital expenditures                                      (20,775)           -     (42,512)            -          -        (63,287)
 Proceeds from maturity of restricted securities                 -            -      19,888             -          -         19,888
 Acquisitions, net of cash acquired                         (1,200)           -     (44,792)            -          -        (45,992)
 Distributions received from equity investments                  -            -       7,338             -          -          7,338
                                                        ----------- ------------ ----------- ------------- ---------- --------------

   NET CASH USED IN INVESTING ACTIVITIES                   (21,975)           -     (60,078)            -          -        (82,053)
                                                        ----------- ------------ ----------- ------------- ---------- --------------

FINANCING ACTIVITIES:

 Proceeds from the issuance of long-term debt               42,500       25,000           -             -          -         67,500
 Repayment of debt                                          (1,375)     (10,000)     (7,701)            -          -        (19,076)
 Debt issuance costs paid                                        -            -           -             -          -              -
 Proceeds from the exercise of stock options                     -            -           -           361          -            361
 Cash received from (paid to)affiliates                    (35,400)     (15,000)     50,400             -          -              -
 Cash advances from subsidiaries (to parent)                    63            -      (4,434)        4,371          -              -
                                                        ----------- ------------ ----------- ------------- ---------- --------------

   NET CASH PROVIDED BY FINANCING ACTIVITIES                 5,788            -      38,265         4,732          -         48,785
                                                        ----------- ------------ ----------- ------------- ---------- --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      515            -       5,739             -          -          6,254

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               4,915            -       7,964             -          -         12,879
                                                        ----------- ------------ ----------- ------------- ---------- --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $   5,430   $        -   $  13,703   $         -   $      -    $    19,133
                                                        =========== ============ =========== ============= ========== ==============

</TABLE>


                                       17

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 2001, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations  (Amounts in thousands,  except subscriber,  pop and share
data)

We are a leading regional  communications service provider. In the Caribbean, we
are a fully integrated  communications  service provider  offering both wireless
and broadband  services,  and in the United States,  we are a regional  wireless
service provider in small city and rural areas. Our Caribbean operations cover a
population of approximately 15.5 million as of August 31, 2001, and serve Puerto
Rico, the Dominican  Republic,  Jamaica and the U.S. Virgin Islands.  We provide
wireless  ("Caribbean   Wireless")  and  several  broadband  services  including
switched voice, Internet and private line services ("Caribbean  Broadband") over
our own fiber optic,  coaxial and  microwave  network in the  Caribbean.  In the
United States,  we own and operate wireless systems and provide wireless service
in six  states in two  clusters  of small  cities  and rural  areas  covering  a
population   of   approximately   6.0   million   as   of   August   31,   2001:
Indiana/Michigan/Ohio and  Texas/Louisiana/Mississippi  ("U.S. Wireless"). These
clusters are adjacent to major metropolitan  markets and have benefited from the
traffic generated by subscribers roaming into our coverage areas.  Collectively,
our  wireless  licenses  cover a total of 17.5 million Net Pops as of August 31,
2001.

Overview

We had 803,200  wireless  subscribers at August 31, 2001, as compared to 664,000
at August 31, 2000,  an increase of 21%. The net loss for the three months ended
August 31, 2001 was $8.7 million, as compared to net income of $20.1 million for
the same period last year. Net income for the three months ended August 31, 2000
included a pre-tax gain of $32.1 million  ($19.0  million  after-tax)  resulting
from the redemption of our interest in the GTE Mobilnet  Partnership serving the
San  Francisco  Bay area.  Net income for the three months ended August 31, 2000
was also  affected  by an  after-tax,  non-cash  charge of $3.7  million for the
cumulative effect of a change in accounting principle related to the adoption of
the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" ("SAB No. 101"). Basic and diluted
loss per share for the three months ended August 31, 2001 was $0.09, as compared
to income of $0.21 per share for the same period a year ago.

The table below  summarizes  the  consolidated  results of  operations  for each
period:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                         Three Months Ended
                                                                  ---------------------------------
(In thousands, except per share amounts)                              August 31,        August 31,      % Change
                                                                        2001              2000
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>                  <C>
EBITDA (1)                                                        $       62,872     $      68,366          (8) %
Operating income                                                          28,594            77,955         (63)
Net (loss) income                                                         (8,716)           20,132        (143)
Basic and diluted net (loss) income per share:                             (0.09)             0.21        (143)
------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Earnings  before gain on disposition of assets,  minority  interest in
          loss of subsidiaries, income from equity investments, interest expense
          - net, income taxes and depreciation  and  amortization  ("EBITDA") is

                                       18
<PAGE>

          presented   because  it  is  a   financial   indicator   used  in  the
          telecommunications  industry. Our calculation of EBITDA may or may not
          be consistent with that of other companies and should not be viewed as
          an  alternative to generally  accepted  accounting  principles  (GAAP)
          measurements such as operating  income,  net income or cash flows from
          operations.

Caribbean Wireless Operations
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                               Three Months Ended
                                                     ----------------------------------------
(In thousands)                                            August 31,           August 31,        % Change
                                                            2001                 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                     <C>
Revenue:
    Service revenue                                   $         49,974      $         43,454         15  %
    Equipment sales                                              3,120                 2,712         15
---------------------------------------------------------------------------------------------------------------
                                                                53,094                46,166         15
---------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                                       4,594                 2,706         70
    Cost of services                                             8,247                 7,040         17
    Sales and marketing                                         11,096                 8,635         29
    General and administrative                                  11,166                 8,835         26
---------------------------------------------------------------------------------------------------------------
                                                                35,103                27,216         29
---------------------------------------------------------------------------------------------------------------
EBITDA                                                          17,991                18,950         (5)
Depreciation and amortization                                   10,676                 9,261         15
---------------------------------------------------------------------------------------------------------------
Operating income                                      $          7,315      $          9,689        (25)  %
===============================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation of incollect cost (the cost associated
with our  subscribers  roaming in other  markets,  which was  previously  netted
against the related revenue).  The change was a reclassification from revenue to
cost of services.  The amount  reclassified for Caribbean Wireless for the three
months ended August 31, 2000 was $0.7 million.

Caribbean  Wireless  service  revenue  increased $6.5 million,  or 15%, to $50.0
million.  This  increase  was  primarily  due to  growth  in  revenue  from  new
subscribers  of $20.7  million,  partially  offset by an  aggregate  decrease in
service revenue per subscriber of $14.2 million.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers was primarily due to the higher volume of telephone units sold.

Our Caribbean  Wireless  operations  had  approximately  300,600  subscribers at
August 31, 2001, an increase of 52% from the 197,200  subscribers  at August 31,
2000.  Increases  from new  activations  of 224,500  were  offset by  subscriber
cancellations of 121,100.  The monthly prepaid and postpaid churn rate increased
to 3.7% for the three months ended August 31, 2001 from 2.9% for the same period
a year ago. The cancellations  experienced by our Caribbean Wireless  operations
were primarily the result of competitive factors and non-payment.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number of  subscribers,  was $63 for the three months ended August 31, 2001,  as
compared to $81 for the three  months  ended  August 31,  2000.  The decrease in
revenue per  subscriber was primarily due to the rollout of plans that include a
larger number of plan minutes and new subscribers in the Dominican Republic.

                                       19
<PAGE>


Costs and expenses

Cost of equipment sold  increased  during the three months ended August 31, 2001
due to the sale of phones  under  certain  low-end rate plans and an increase in
phones sold for prepaid plans.

Cost of  services  increased  during the three  months  ended  August 31,  2001,
primarily due to the variable costs associated with a larger  subscription  base
and increased wireless coverage areas resulting from the continued  expansion of
our wireless  network in the Caribbean.  This was partially offset by a decrease
in property tax expense due to an agreement  with the tax  authorities in Puerto
Rico.

Sales and marketing expenses rose during the three months ended August 31, 2001,
primarily due to the increase in gross subscriber additions as well as marketing
expenses related to the Dominican Republic.

General and  administrative  expenses  increased  during the three  months ended
August 31,  2001,  primarily  due to  increased  costs to support the  expanding
subscriber base and the initiation of service in the Dominican Republic.

EBITDA for the Caribbean  Wireless  operations  for the quarter ended August 31,
2001 was $18.0  million,  a decrease of $1.0 million,  or 5%, as compared to the
three months ended August 31, 2000.  This decrease was primarily due to start up
losses in the Dominican Republic and Jamaica.

Depreciation  and  amortization  for the three  months ended August 31, 2001 was
$10.7  million,  an increase of $1.4 million,  or 15%, over the same period last
year. Depreciation increased due to capital expenditures made during fiscal 2002
and 2001 in  connection  with  the  development  and  network  expansion  of our
Caribbean wireless  telephone systems,  partially offset by PCS phones in Puerto
Rico becoming fully depreciated.

Operating income for the three months ended August 31, 2001 was $7.3 million,  a
decrease of $2.4  million  from  operating  income of $9.7  million for the same
period a year ago.

                                       20
<PAGE>


Caribbean Broadband Operations
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                  Three Months Ended
                                                        -------------------------------------
(In thousands)                                               August 31,        August 31,        % Change
                                                               2001              2000
---------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                     <C>
Revenue:
    Switched revenue                                  $          5,679      $          3,859         47  %
    Dedicated revenue                                            7,773                 4,282         82
    Video revenue                                               11,579                     -         N/A
    Other revenue                                                6,890                 6,518          6
---------------------------------------------------------------------------------------------------------------
                                                                31,921                14,659        118
---------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                                         164                   205        (20)
    Cost of services                                            14,964                 6,359        135
    Sales and marketing                                          3,309                 1,817         82
    General and administrative                                   6,840                 2,740        150
---------------------------------------------------------------------------------------------------------------
                                                                25,277                11,121        127
---------------------------------------------------------------------------------------------------------------
EBITDA                                                           6,644                 3,538         88
Depreciation and amortization                                   12,485                 2,764        352
---------------------------------------------------------------------------------------------------------------
Operating (loss) income                               $         (5,841)      $           774       (855) %
===============================================================================================================
</TABLE>

Revenue

Caribbean  Broadband revenue increased $17.3 million,  or 118%, to $31.9 million
for the three months ended August 31, 2001.

Switched revenue increased $1.8 million,  or 47%, to $5.7 million.  The increase
was primarily due to a 45% increase in switched access lines and a corresponding
growth in minutes of use.

Dedicated revenue increased $3.5 million, or 82%, to $7.8 million.  The increase
was primarily the result of a 283% rise in dedicated access line equivalents.

Video  services  generated  revenues of $11.6 million for the three months ended
August 31, 2001, reflecting revenue from the fiscal 2001 cable acquisitions.

Other revenue increased $0.4 million, or 6%, to $6.9 million.

Costs and expenses

Cost of  services  increased  during the three  months  ended  August 31,  2001,
primarily  due to higher costs to support the expanding  Broadband  business and
expenses related to the Puerto Rico cable businesses.

Sales and marketing expenses rose during the three months ended August 31, 2001,
primarily due to increased advertising as well as the hiring of additional sales
force to support the growing business.

General and  administrative  expenses  increased  during the three  months ended
August 31, 2001,  primarily due to the additional  expenses  associated with the
acquisitions of the Puerto Rico cable businesses as well as the costs to support
the growing customer base.

EBITDA for the Caribbean Broadband  operations for the three months ended August
31, 2001 was $6.6 million,  an increase of $3.1  million,  or 88%, over the same
period last year.

Depreciation  and  amortization  for the three  months ended August 31, 2001 was
$12.5 million, an increase of $9.7 million, or 352%, over the three months ended
August 31, 2000. This increase was due to depreciation and amortization  related
to the  Puerto  Rico  cable  acquisitions,  as well as  additional  depreciation
associated with the expansion of our network.

Operating  loss for the three months ended August 31, 2001 was $5.8  million,  a
decrease of $6.6 million from the operating  income of $0.8 million for the same
period in fiscal 2001.

                                       21
<PAGE>


U.S. Wireless Operations
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                               Three Months Ended
                                                     ----------------------------------------
(In thousands)                                              August 31,         August 31,        % Change
                                                               2001              2000
----------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                    <C>
Revenue:
    Service revenue                                   $         61,887      $         61,560          1  %
    Roaming revenue                                             25,958                33,348        (22)
    Equipment sales                                              3,094                 3,557        (13)
----------------------------------------------------------------------------------------------------------------
                                                                90,939                98,465         (8)
----------------------------------------------------------------------------------------------------------------
Costs and expenses:
    Cost of equipment sold                                       8,099                 6,795         19
    Cost of services                                            18,850                21,307        (12)
    Sales and marketing                                         11,493                11,368          1
    General and administrative                                  14,260                13,117          9
----------------------------------------------------------------------------------------------------------------
                                                                52,702                52,587          -
----------------------------------------------------------------------------------------------------------------
EBITDA                                                          38,237                45,878        (17)
Gain on disposition of assets                                        -               (32,135)      (100)
Depreciation and amortization                                   11,117                10,521          6
----------------------------------------------------------------------------------------------------------------
Operating income                                      $         27,120      $         67,492        (60)  %
================================================================================================================
</TABLE>

Revenue

In May 2001, we changed our  presentation  of incollect  cost.  The change was a
reclassification  from revenue to cost of services.  The amount reclassified for
U.S. Wireless for the three months ended August 31, 2000 was $11.7 million.

Excluding the Southwest cluster,  which was sold in November 2000, U.S. Wireless
service  revenue  increased $5.0 million,  or 9%, to $61.9 million for the three
months  ended  August 31, 2001 as  compared  to the same  period last year.  The
increase was  primarily  due to growth in revenue from new  subscribers  of $9.3
million,  partially  offset by a decrease in service  revenue per  subscriber of
$4.3 million for the same period.  Excluding the Southwest cluster, revenue from
U.S.  Wireless  roaming usage  decreased to $26.0 million,  or 18%, from roaming
revenues of $31.8  million  for the three  months  ended  August 31,  2000.  The
decrease was  primarily  due to a decrease in roaming  rates per minute of $14.1
million,  partially  offset by an increase in roaming  usage of $8.3 million for
the same period.  The  Southwest  cluster  accounted for $4.6 million of service
revenue and $1.6  million of roaming  revenue for the quarter  ended  August 31,
2000.

We anticipate  that roaming revenue will continue to be  significantly  lower in
fiscal 2002 than in fiscal 2001 primarily due to declines in contractual roaming
rates and  construction  of networks by other  wireless  carriers in our service
areas.

Our U.S. Wireless  operations had approximately  502,600 and 466,800 subscribers
at August 31, 2001 and 2000,  respectively.  Increases  from new  activations of
212,300 were offset by subscriber  cancellations of 153,900. The monthly prepaid
and postpaid  churn rate was 2.7% for the three months ended August 31, 2001 and
2000.  22,600  subscribers were removed as a result of the sale of the Southwest
properties in November 2000. The cancellations  experienced by the U.S. Wireless
operations were primarily the result of competitive factors and non-payment.

U.S. Wireless revenue per subscriber per month,  based upon an average number of
subscribers,  was $60 for the three months ended August 31, 2001, as compared to
$72 for the three  months  ended  August 31,  2000.  The decrease in revenue per
subscriber  was primarily  due to the decline in roaming  revenue as well as the
increasing number of minutes in digital rate plans.

                                       22

<PAGE>


Costs and expenses

Cost of equipment sold increased  during the three months ended August 31, 2001,
primarily due to a greater proportion of digital phones sold which are higher in
cost.

Cost of  services  decreased  during the three  months  ended  August 31,  2001,
primarily due to a decrease in incollect  cost.  Cost to acquire per  activation
was $376 for the three months ended August 31, 2001, as compared to $295 for the
same period last year.  The increase in cost to acquire was primarily the result
of increased  advertising  costs and costs  associated  with customer  retention
efforts.

Sales and marketing  expenses  increased  slightly during the three months ended
August 31,  2001,  primarily  due to a larger  sales force and  expanded  retail
distribution system.

General and  administrative  expenses  increased  during the three  months ended
August 31,  2001,  primarily  due to  increased  costs to support the  expanding
subscriber base.

EBITDA for the U.S.  Wireless  operations  for the three months ended August 31,
2001 was $38.2  million,  a decrease  of $7.6  million,  or 17%,  from the three
months ended August 31, 2000.

Depreciation  and  amortization  for the three  months ended August 31, 2001 was
$11.1  million,  an  increase  of $0.6  million,  or 6%, over the same period in
fiscal 2001.  The increase was primarily the result of  depreciation  related to
capital  expenditures  made during fiscal 2002 and 2001 in  connection  with the
continued expansion of our U.S. Wireless operations, as well as depreciation and
amortization related to the assets acquired in the Lake Charles acquisition.

Operating income for the three months ended August 31, 2001 was $27.1 million, a
decrease of $40.4  million from  operating  income of $67.5 million for the same
period in fiscal  2001,  primarily  as a result  of the gain on  disposition  of
assets we recognized during the three months ended August 31, 2000.

Consolidated

Other non-operating income and expenses

Net  interest  expense was $37.9  million for the three  months ended August 31,
2001, a decrease of $3.7 million,  or 9%, from the same period last year.  Gross
interest  expense for the three months ended August 31, 2001 was $38.2  million,
as compared to $42.1 million for the three months ended August 31, 2000.

The increase in total debt of $149.4 million from August 31, 2000 was the result
of additional  borrowings for acquisitions,  capital expenditures related to the
expansion of the Caribbean Wireless operation and the expansion of the Caribbean
Broadband  network,  partially  offset  by a paydown  of debt with a portion  of
approximately  $400.0  million  of  after-tax  proceeds  from  the  dispositions
completed  in  fiscal  2001.  Total  cash  paid  for  acquisitions,  net of cash
acquired,  during the twelve  months  ended  August 31,  2001 was  approximately
$298.2 million.  The  weighted-average  debt outstanding during the three months
ended August 31, 2001 was  $1,744.0  million,  an increase of $137.7  million as
compared to the weighted-average debt level of $1,606.3 million during the three
months ended August 31, 2000.  Our  weighted-average  interest rate was 8.8% for
the three months ended August 31, 2001, as compared to 10.5% for the same period
a year ago.

After  minority  interest in loss of  subsidiaries  for the three  months  ended
August 31, 2001, the pre-tax loss was $5.0 million as compared to pre-tax income

                                       23
<PAGE>

of $42.5  million for the three months  ended  August 31,  2000.  The income tax
expense for the three months ended August 31, 2001 and 2000 was $3.7 million and
$18.7  million,  respectively.  The decrease in income tax expense for the three
months ended August 31, 2001 was  primarily  the result of tax expense in fiscal
2001 related to the gain we recognized on the  redemption of our interest in the
GTE Mobilnet Partnership serving the San Francisco area.

The  cumulative  effect of change in  accounting  principle for the three months
ended August 31, 2000 was a non-cash charge of $3.7 million, net of income taxes
of $2.3 million. This resulted from our adoption of SAB No. 101.

These factors  resulted in a net loss of $8.7 million for the three months ended
August 31, 2001, which represents a decrease of $28.8 million from net income of
$20.1 million for the same period a year ago.

Liquidity and Capital Resources

Our New Credit  Facility  consists of four term loans in an aggregate  principal
amount of  $1,000.0  million  and a revolving  credit  facility in an  aggregate
principal amount of $250.0 million.  The borrowers under the New Credit Facility
are  Centennial  Cellular  Operating Co. LLC for a $325.0  million term loan and
Centennial   Puerto  Rico  Operations   Corp.  for  three  separate  term  loans
aggregating $675.0 million. The total amount outstanding under the term loans as
of August 31, 2001 was $986.1 million.  The revolving credit facility portion of
the New Credit  Facility  is equally  available  to both of the  borrowers.  The
amount  available under the revolving  credit facility as of August 31, 2001 was
$37.0 million.  Under the provisions of our credit facility,  we are effectively
prohibited from paying cash dividends on our common stock.

For the three  months  ended  August  31,  2001,  earnings  were less than fixed
charges by $9.3 million.  Fixed charges consist of interest  expense,  including
amortization   of  debt   issuance   costs  and  the  portion  of  rents  deemed
representative  of the interest portion of leases.  The amount by which earnings
were less than fixed charges reflects non-cash charges of $34.3 million relating
to depreciation and amortization.

As of August 31, 2001,  we had $683.4  million of property,  plant and equipment
(net) placed in service.  During the three months ended August 31, 2001, we made
capital  expenditures  of $83.2 million to continue the  construction of our new
network in Jamaica and to expand the  coverage  areas and upgrade our cell sites
as  well  as our  call  switching  equipment  of  existing  Caribbean  and  U.S.
properties. Capital expenditures for the Caribbean operations were $71.8 million
for the three months ended August 31, 2001,  representing  86% of total  capital
expenditures.  The Caribbean  operation's  capital  expenditures  included $53.2
million to add  capacity  and  services  and to  continue  the  development  and
expansion of our Caribbean  Wireless systems,  and $18.6 million to continue the
expansion of our Caribbean Broadband network infrastructure.  During fiscal year
2002, we anticipate annual capital expenditures of approximately $250.0 million,
which includes  capital  expenditures  for our  subsidiary,  Centennial  Digital
Jamaica Ltd. ("Centennial Digital Jamaica").

In March  2001  Centennial  Digital  Jamaica  signed an  agreement  with  Lucent
Technologies  ("Lucent"),  whereby Lucent agreed to provide  Centennial  Digital
Jamaica with a $75.0 million credit facility  ("Lucent Credit Facility") to fund
the build out and operation of our communications network in Jamaica. Borrowings
under the Lucent Credit  Facility  will bear  interest at the London  Inter-Bank
Offering Rate plus 6.50%. The Lucent Credit Facility matures in March 2007, with
principal  repayments  beginning  in  December  2004.  Under the  Lucent  Credit
Facility,  Centennial  Digital Jamaica is limited in its ability to, among other
things, incur additional  indebtedness.  As of August 31, 2001 $35.4 million was
available under the Lucent Credit Facility. In connection with the Lucent Credit
Facility,  we have  agreed  to make a total of  approximately  $9.7  million  of

                                       24
<PAGE>


capital contributions to Centennial Digital Jamaica over the next several years.
Substantially  all  of  Centennial  Digital  Jamaica's  assets  are  pledged  as
collateral for the Lucent Credit facility.  Centennial  Digital Jamaica has been
designated an  unrestricted  subsidiary for purposes of our  outstanding  $370.0
million subordinated debt and, generally, is not subject to the covenants of the
New Credit Facility. The Lucent Credit Facility is non-recourse to the Company.

We expect to finance our capital expenditures primarily from cash flow generated
from operations,  borrowings under our existing  revolving credit facility,  the
Lucent Credit  facility and proceeds  from the sale of assets.  We may also seek
various  other  sources of  external  financing  including,  but not limited to,
additional bank financing, joint ventures, partnerships and placement of debt or
equity securities.

In order to meet our obligations  with respect to our operating  needs,  capital
expenditures and debt service  obligations,  it is important that we continue to
improve operating cash flow.  Increases in revenue will be dependent upon, among
other things, continued growth in the number of customers and maximizing revenue
per subscriber.  We have continued the  construction of wireless  systems in our
existing and recently acquired markets to achieve these objectives.  There is no
assurance  that growth in  customers or revenue  will occur.  In  addition,  our
participation  in the  Caribbean  telecommunications  business has been,  and is
expected to remain,  capital intensive.  Further,  due to the start-up nature of
our Dominican  Republic and Jamaica  operations,  we anticipate  that additional
cash  investments  will be required to fund our operations over the next several
years.

The following table sets forth, for the periods indicated, our net cash provided
by operating  activities  before  interest  payments  (net cash  provided),  our
principal  uses of such cash and the cash  required  from  other  financing  and
investing activities:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended August 31,
                                                 --------------------------------------------------------------------
                                                 --------------------------------------------------------------------
                                                               2001                                2000
                                                 ---------------------------------    -------------------------------
(In thousands)                                       Amount       % of net cash           Amount       % of net cash
                                                                     provided                            provided
---------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                    <C>           <C>                    <C>
Net cash provided by operating activities        $          192             -  %      $       39,522           49  %
Interest paid                                            41,963           100                 40,754           51
---------------------------------------------------------------------------------------------------------------------
Net cash provided                                $       42,155           100  %      $       80,276          100  %
=====================================================================================================================

Principal uses of cash:
Interest paid                                    $       41,963           100  %      $       40,754           51  %
Property, plant & equipment                              83,210           197                 63,287           79
---------------------------------------------------------------------------------------------------------------------
Total                                            $      125,173           297  %      $      104,041          130  %
=====================================================================================================================
Cash required from other financing
     and investing activities                    $      (83,018)         (197) %      $      (23,765)         (30) %
=====================================================================================================================
</TABLE>

Net cash provided by operating  activities for the three months ended August 31,
2001 was not  sufficient  to fund  our  expenditures  for  property,  plant  and
equipment of $83.2 million.

                                       25
<PAGE>


The  following  table  sets  forth the  primary  cash  flows  provided  by other
financing and investing activities for the periods indicated:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                 Three Months Ended August 31,
                                                                           ------------------------------------------
(In thousands)                                                                   2001                    2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                     <C>
Proceeds from issuance of long-term debt                                   $          92,250       $          67,500
Proceeds from maturity of restricted securities                                            -                  19,888
Distributions received from equity investments, net                                        -                   7,338
Proceeds from the exercise of stock options                                              295                     361
Proceeds from purchases under employee stock purchase plan                             1,896                       -
---------------------------------------------------------------------------------------------------------------------
Cash provided by other financing and investing activities                             94,441                  95,087
---------------------------------------------------------------------------------------------------------------------

Acquisitions, net of cash acquired                                                         -                 (45,992)
Repayment of debt                                                                     (1,624)                (19,076)
Deposits on long-term assets                                                         (15,000)                      -
---------------------------------------------------------------------------------------------------------------------
Capital available for operations and capital expenditures                  $          77,817       $          30,019
=====================================================================================================================
</TABLE>

Based upon existing  market  conditions and our present  capital  structure,  we
believe  that cash flows from  operations  and funds  from  currently  available
credit  facilities  will  be  sufficient  to  enable  us to meet  required  cash
commitments through the next twelve-month period.

Acquisitions, Exchanges and Dispositions

Our primary acquisition strategy is to obtain controlling ownership interests in
telecommunications  systems  serving  markets  that are  proximate to or share a
community of interest with our current  markets.  We may pursue  acquisitions of
communications  businesses that we believe will enhance our scope and scale. Our
strategy of clustering our operations in proximate  geographic  areas enables us
to achieve operating and cost efficiencies as well as joint marketing  benefits,
and also allows us to offer our subscribers more areas of uninterrupted  service
as they travel. In addition to expanding our existing clusters, we also may seek
to acquire interests in communications businesses in other geographic areas. The
consideration  for such  acquisitions  may  consist  of shares  of stock,  cash,
assumption   of   liabilities,   a   combination   thereof  or  other  forms  of
consideration.

In April 2001, we completed the  acquisition of the Teleponce  cable  television
company for  approximately  $108.0 million in cash. The Teleponce  cable systems
serve areas in and around Ponce in the southwestern part of Puerto Rico.

In June 2001 we entered into a $97.5 million,  multi-year  agreement with Global
Crossing Ltd. under which Global Crossing Ltd. will provide us with  fiber-optic
undersea  capacity  connecting the Caribbean and the United States. We also have
an option to purchase  additional  capacity for $52.5 million.  In addition,  as
part of the  transaction,  we have  entered  into a  $19.5  million,  multi-year
agreement with Global  Crossing under which we will provide Global Crossing with
products and services in the Caribbean.

In December 2000, we acquired Com Tech  International  Corporation ("Com Tech"),
an owner of undersea fiber optic cable capacity for approximately $16.9 million.
Com Tech's cable  ownerships  extend  around the  Caribbean on the ARCOS-1 cable
network,  from the U.S. to Europe on the TAT-14 cable  network and from the U.S.
to Japan on the Japan-U.S. cable network.

                                       26
<PAGE>


In  November  2000,  we  sold  our  interest  in the  Sacramento-Valley  Limited
Partnership  for $236.0 million in cash. The Company  recorded a pre-tax gain of
approximately $159.1 million during the year ended May 31, 2001.

In November  2000, we sold our Southwest  cluster for $202.5 million in cash. We
recorded a pre-tax gain of  approximately  $183.0  million during the year ended
May 31, 2001.

In September 2000, we completed the acquisition of the cable  television  assets
of Pegasus  Communications  for $170.0  million in cash. The cable systems serve
Aguadilla,  Mayaguez, San German and surrounding communities in the western part
of Puerto Rico.

In September  2000, we sold our 25.0% equity  investment  interest in the Modoc,
California   Partnership  and  our  14.3%  equity  investment  interest  in  the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6.9 million.

Recent Accounting Standards

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS No. 133, as amended
by SFAS No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain
Hedging  Activities,"   established   accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and for hedging activities.  This standard requires recognition
of all  derivative  instruments as either assets or liabilities in the statement
of financial position and measurement of those instruments at fair value.

On June 1, 2001, we adopted SFAS No. 133.  Under SFAS No.133,  our interest rate
swaps  and  collar  qualify  for cash  flow  hedge  accounting.  We  recorded  a
transition  adjustment of $4.5 million in other  comprehensive loss attributable
to fair  value  adjustments  of  interest  rate swap and collar  agreements.  In
connection  with the  adoption of SFAS No. 133, we recorded a liability  of $7.6
million  which is  included in other  liabilities  in the  consolidated  balance
sheet.  This  increase was the result of adjusting  the carrying  amounts of our
derivatives to reflect their fair values on June 1, 2001.

During the three months ended August 31, 2001,  we recorded an  additional  $3.0
million in other  comprehensive  loss  attributable to fair value adjustments of
interest rate swap and collar  agreements.  We also increased our liabilities by
an additional $5.1 million as a result of adjusting the carrying  amounts of our
derivatives to reflect their fair values at August 31, 2001.

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS No.
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated  after  June 30,  2001.  SFAS No.  141 also  sets  forth
recognition  criteria  for  intangible  assets  other than  goodwill  as well as
disclosure  requirements for business  combinations.  We adopted SFAS No. 141 on
July 1, 2001.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 changes the accounting for goodwill and  intangibles  with
indefinite  lives from an amortization  method to an  impairment-only  approach.
Goodwill and certain  intangible assets will remain on the balance sheet and not
be amortized. On an annual basis, and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and write-downs may be necessary. We are required to implement SFAS
No.  142 on June 1,  2002,  and have not yet  determined  the  impact  that this
statement will have on our results of operations or financial position.

                                       27
<PAGE>


In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs. We are required to implement SFAS No. 143 on June
1, 2003, and have not yet determined the impact that this statement will have on
our results of operations or financial position.

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and establishes  accounting and reporting standards for long-lived assets to
be  disposed  of by  sale.  This  standard  applies  to all  long-lived  assets,
including  discontinued  operations.  SFAS No. 144 requires that those assets be
measured at the lower of carrying  amount or fair value less cost to sell.  SFAS
No. 144 also  broadens the reporting of  discontinued  operations to include all
components of an entity with operations that can be distinguished  from the rest
of the entity that will be eliminated from the ongoing  operations of the entity
in a disposal transaction.  We are required to implement SFAS No. 144 on June 1,
2003,  and have not yet  determined  the impact that this statement will have on
our results of operations or financial position.

Commitments and Contingencies

We have filed a shelf registration  statement with the SEC for the sale of up to
72,000,000  shares of our common  stock that may be offered from time to time in
connection  with  acquisitions.  The SEC  declared  the  registration  statement
effective on July 14, 1994.  As of October 10, 2001,  37,613,079  shares  remain
available for future acquisitions.

On July 7, 2000,  the SEC declared  effective our universal  shelf  registration
statement,  which registered our sale of up to an aggregate of $750.0 million of
securities  (debt,  common stock,  preferred  stock and warrants) as well as the
resale of up to 20 million  shares of our common stock out of  approximately  87
million shares owned by our controlling  stockholders (Welsh, Carson, Anderson &
Stowe and an affiliate of The Blackstone Group).

In July 2001,  we entered into an  agreement  with Nortel  Networks  pursuant to
which we have agreed,  subject to certain conditions,  to purchase equipment and
installation  services for our wireless  operations over the next two years at a
cost of approximately $40.0 million.

In June 2001,  we entered into a $97.5  million,  multi-year  capacity  purchase
agreement with Global  Crossing Ltd.  Pursuant to the terms of that agreement we
are required to make future  payments of $52.5 million to Global  Crossing based
on the  delivery  of such  capacity  to us. We also  have an option to  purchase
additional capacity from Global Crossing for $52.5 million.

In March 2001, we entered into an agreement with Lucent Technologies pursuant to
which we have agreed to purchase  equipment  and  installation  services for our
wireless  telephone  system  in  Jamaica  through  February  2003  at a cost  of
approximately $65.0 million.

Subsequent Events

On September 5, 2001,  we amended the New Credit  Facility to add an  additional
$50.0 million to the Tranche-C term loan.

                                       28
<PAGE>



             Cautionary Statement for Purposes of the "Safe Harbor"
       Provisions of the Private Securities Litigation Reform Act of 1995

This report  contains or incorporates  by reference  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Statements  in this  document that are not  historical  facts are  identified as
"forward  looking  statements".  Where, in any  forward-looking  statement,  the
Company  or its  management  expresses  an  expectation  or  belief as to future
results or actions,  there can be no assurance that the statement of expectation
or belief will result or be achieved or accomplished. Forward-looking statements
can  be  identified  by  the  use  of  words  "believe",  "expect",  "estimate",
"anticipate", "project", "intend", "may", "will", and similar expressions, or by
discussion  of  competitive   strengths  or  strategy  that  involve  risks  and
uncertainties.  We warn  you  that  these  forward-looking  statements  are only
predictions   and  estimates,   which  are  inherently   subject  to  risks  and
uncertainties.

Important  factors  ("Risk  Factors")  that could cause actual results to differ
materially from those expressed in any forward-looking  statement made by, or on
behalf of, the Company include, but are not limited to:

o    the competitive nature of the  telecommunications  industry in the areas in
     which we operate, including, without limitation, the affect of existing and
     new competitors, including competitors that may have greater resources than
     we do,  competitors  that may offer less expensive  products than we do and
     competitors that may offer more  technologically  advanced products than we
     do;

o    general economic, business, political and social conditions in the areas in
     which we operate, including the less developed Caribbean region;

o    continued overbuilding by personal  communications service providers in the
     U.S.  wireless  markets and the  effects of  increased  competition  in our
     markets,  which  may  cause a  reduction  in  roaming  revenues,  increased
     subscriber cancellations, a continued reduction of prices charges and lower
     average revenue per subscriber;

o    our  dependence on roaming  agreements  for a material  portion of our U.S.
     wireless  revenues and the  continued  price  declines in roaming rates and
     potential reduction on roaming minutes of use;

o    our substantial debt obligations;

o    the  availability  and cost of additional  capital to fund our  operations,
     including the need to refinance existing indebtedness;

o    the ability to attract and retain qualified personnel;

o    the effects of governmental regulation of the telecommunications industry;

o    the capital  intensity of the  telecommunications  industry,  including our
     plans to make significant  capital  expenditures during the coming year and
     future years to build out and upgrade our networks;

o    opportunities  for growth through  acquisitions and investments and ability
     to manage this growth;

o    changes and  developments  in technology,  including our ability to upgrade
     our networks to remain  competitive and our ability to anticipate and react
     to frequent and significant technological changes;

o    the ability to effectively manage subscriber cancellations;

o    local  operating  hazards  and  risks in the  areas  in  which we  operate,
     including without limitation,  hurricanes,  tornados, wind storms and other
     natural disasters;

o    restrictive   covenants  and  consequences  of  default  contained  in  our
     financing arrangements;

o    our ability to manage and monitor billing and operational support systems;

o    potential  litigation related to using wireless  telephones while operating
     an  automobile  and  the  potential  reduction  of  wireless  usage  due to
     legislation restricting usage while driving;

o    potential litigation relating to possible health effects of radio frequency
     transmission;

o    the relative illiquidity and corresponding volatility of our common stock;

o    declining rates for international long distance traffic;

o    control by certain of our stockholders and anti-takeover provisions; and

o    other factors  referenced in our filings with the  Securities  and Exchange
     Commission.

                                       29
<PAGE>


Given these uncertainties,  readers are cautioned not to place undue reliance on
these forward-looking statements. We undertake no obligation to update or revise
these   forward-looking   statements   to  reflect   events,   developments   or
circumstances after the date hereof.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the  yield  curve as of  August  31,  2001  (based on
information provided by one of the Company's lending institutions):

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                             Year Ended August 31,
                           --------------------------------------------------------------
(In thousands)               2002        2003        2004         2005         2006      Thereafter     Total      Fair value
--------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>      <C>             <C>        <C>         <C>          <C>           <C>
Long-term debt:
  Fixed rate               $   1,715   $      24   $       -    $     219    $       -    $ 542,743    $  544,701    $  515,101
  Average interest rate         9.20 %     13.50 %         -        10.13 %          -        10.51 %       10.51 %           -
  Variable rate            $  39,250   $  67,375   $  89,875    $ 120,790    $ 152,694    $ 768,739    $1,238,723    $1,238,723
  Average interest rate(1)      4.05 %      5.11 %      5.55 %       5.81 %       6.10 %       6.43 %        6.12 %           -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount          $ 350,000   $  50,000           -            -            -            -             -    $ (10,997)
  Average pay rate              5.67 %      5.86 %         -            -            -            -             -             -
  Average receive rate          4.05 %      5.11 %         -            -            -            -             -             -
Interest rate collar:
  Notional amount          $ 100,000   $ 100,000           -            -            -            -             -     $ (1,705)
  Cap                           7.00 %      7.00 %         -            -            -            -             -             -
  Floor                         4.62 %      4.62 %         -            -            -            -             -             -
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the average  interest rate before  applicable  margin on the New
     Credit Facility debt.

                           Part II - Other Information

Item 1.   Legal Proceedings

          To our knowledge, there are no material legal proceedings to which we,
          or our  subsidiaries,  are a party or to which any of our  property is
          subject.

Item 2.   Changes in Securities and Use of Proceeds

          None

Item 3.   Defaults Upon Senior Securities

          None

                                       30
<PAGE>


Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          Each exhibit identified below is filed as a part of this report.

          a) Exhibits

          Exhibit No.   Description

          Exhibit 10.1  Amendment No. 1 dated as of July 28, 2000, to the credit
               agreement dated as of January 7, 1999, as amended and restated as
               of February 29, 2000,  among  Centennial  Cellular  Operating Co.
               LLC, as borrower;  Centennial Puerto Rico Operations Corp., as PR
               Borrower;  Centennial  Communications Corp., as a Guarantor;  the
               other Guarantors  party hereto;  each of the lenders from time to
               time party hereto;  The Chase Manhattan Bank, as co-lead arranger
               and co-syndication  agent; Merrill Lynch & Co. and Merrill Lynch,
               Pierce,  Fenner & Smith  Incorporated,  as co-lead  arranger  and
               co-syndication  agent;  Bank of America,  N.A.,  as arranger  and
               administrative   agent;   and  The  Bank  of  Nova   Scotia,   as
               documentation agent.

          Exhibit 10.2  Amendment No. 2 dated as of August 3, 2001 to the credit
               agreement dated as of January 7, 1999, as amended and restated as
               of February 29, 2000,  as amended by Amendment  No. 1 dated as of
               July 28, 2000,  among Centennial  Cellular  Operating Co. LLC, as
               borrower;   Centennial   Puerto  Rico  Operations  Corp.,  as  PR
               Borrower;  Centennial  Communications Corp., as a Guarantor;  the
               other Guarantors  party hereto;  each of the lenders from time to
               time party hereto;  The Chase Manhattan Bank, as co-lead arranger
               and co-syndication  agent; Merrill Lynch & Co. and Merrill Lynch,
               Pierce,  Fenner & Smith  Incorporated,  as co-lead  arranger  and
               co-syndication  agent;  Bank of America,  N.A.,  as arranger  and
               administrative   agent;   and  The  Bank  of  Nova   Scotia,   as
               documentation agent.

                                       31
<PAGE>


          Exhibit 10.3  Amendment  No. 3 dated as of  September  5,  2001 to the
               credit  agreement  dated as of January 7,  1999,  as amended  and
               restated as of February 29, 2000,  as amended by Amendment  No. 1
               dated as of July 28, 2000 and  Amendment No. 2 dated as of August
               3,  2001,  among  Centennial   Cellular  Operating  Co.  LLC,  as
               borrower;   Centennial   Puerto  Rico  Operations  Corp.,  as  PR
               Borrower;  Centennial  Communications Corp., as a Guarantor;  the
               other Guarantors  party hereto;  each of the lenders from time to
               time party hereto;  The Chase Manhattan Bank, as co-lead arranger
               and co-syndication  agent; Merrill Lynch & Co. and Merrill Lynch,
               Pierce,  Fenner & Smith  Incorporated,  as co-lead  arranger  and
               co-syndication  agent;  Bank of America,  N.A.,  as arranger  and
               administrative   agent;   and  The  Bank  of  Nova   Scotia,   as
               documentation agent.


          b) Reports on Form 8-K

          None

                                       32
<PAGE>


                                                              SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




October 12, 2001



                                               CENTENNIAL COMMUNICATIONS CORP.


                                                /s/  Peter W. Chehayl
                                                -----------------------------
                                                Peter W. Chehayl
                                                Chief Financial Officer,
                                                Sr. Vice President and Treasurer
                                                (Chief Financial Officer)



                                                /s/  Thomas E. Bucks
                                                ------------------------------
                                                Thomas E. Bucks
                                                Sr. Vice President-Controller
                                                (Chief Accounting Officer)

                                       33